EXHIBIT 10.12

AMCOL International Corporation
Second Amendment to Credit Agreement

Harris Trust and Savings Bank
Chicago, Illinois

NBD Bank
Mt. Prospect, Illinois

LaSalle National Bank
Chicago, Illinois

The Northern Trust Company
Chicago, Illinois

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement dated as of October 4,
1994 as heretofore amended (the "Credit Agreement") by and among the
undersigned, AMCOL International Corporation (formerly known as American Colloid
Company), a Delaware corporation (the "Company"), Harris Trust and Savings Bank
in its capacity as Agent (the "Agent") and you (collectively, the "Banks"). The
Company applies to the Banks for their agreement to amend certain terms of the
Credit Agreement in the manner and on the terms and conditions set forth herein.
Capitalized terms used in this Amendment and not otherwise specifically defined
have the meaning given such terms in the Credit Agreement.

Section 1. Amendments To Credit Agreement.

Upon satisfaction of all of the conditions precedent specified in Section 2
of this Amendment, the Credit Agreement shall be amended as follows:

Section 1.1. Section 7.2 of the Credit Agreement shall be amended by
deleting the rating "A-XII" wherever the same appears therein and by
substituting therefore the rating "A-VII."

Section 2. Conditions Precedent. The effectiveness of this Amendment is
subject to the satisfaction of all of the following conditions precedent:

Section 2.1. The Company, the Agent and the Banks shall have executed this
Amendment (such execution may be in several counterparts and the several parties
hereto may execute on separate counterparts).

Section 2.2. Each of the representations and warranties set forth in
Section 5 of the Credit Agreement shall be true and correct.

Section 2.3. The Company shall be in full compliance with all of the terms
and conditions of the Credit Agreement and no Event of Default or Default shall
have occurred and be continuing thereunder or shall result after giving effect
to this Amendment.

Section 3. Miscellaneous.

Section 3.1. Except as specifically amended herein the Credit Agreement
shall continue in full force and effect. Reference to this specific Amendment
need not be made in any note, document, letter, certificate, the Credit
Agreement itself, the Notes, the Guaranty Agreement or any communication issued
or made pursuant to or with respect thereto, any reference to the Credit
Agreement in any of such being sufficient to refer to the Credit Agreement as
amended hereby.

Section 3.2. The Company shall pay all fees and expenses (including
attorneys' fees) incurred by Harris Trust and Savings Bank and its counsel
incurred in connection with the drafting and preparation, and supervision of
legal matters in connection with this Amendment.

Section 3.3. This Amendment may be executed in any number of counterparts,
and by the different parties on different counterparts, all of which taken
together shall constitute one and the same Agreement. Any of the parties hereto
may execute this Amendment by signing any such counterpart and each of such
counterparts shall for all purposes be deemed to be an original. This Amendment
shall be governed by the internal laws of the State of Illinois.

Dated as of this 28th day of March, 1996

AMCOL International Corporation
(formerly known as American Colloid
Company)

By: /s/ Paul G. Shelton
Its: Sr. Vice President

Accepted and agreed to as of the day and year last above written.

Harris Trust and Savings Bank,
individually and as Agent

By: /s/ Richard Bott
Its: Vice President

NBD Bank

By: /s/ Robert D. Curtis
Its: First Vice President

LaSalle National Bank

By: /s/ Douglas Lovette
Its: First Vice President

The Northern Trust Company

By: /s/ Daniel R. Hintzen
Its: Vice President

AMCOL International Corporation
Third Amendment to Credit Agreement

Harris Trust and Savings Bank
Chicago, Illinois

The First National Bank of Chicago (as
successor to NBD Bank)
Chicago, Illinois

LaSalle National Bank
Chicago, Illinois

The Northern Trust Company
Chicago, Illinois

Ladies and Gentlemen:

Section 1. Amendments To Credit Agreement.

Upon satisfaction of all of the conditions precedent specified in Section 2
of this Amendment, the
Credit Agreement shall be amended as follows:

Section 1.1. Sections 7.15(g) and 7.15(i) of the Credit Agreement shall be
amended in their entirety and as so amended shall be restated to read as
follows:

"(g) investments in, and loans and advances to, Restricted
Subsidiaries (other than Domestic Subsidiaries) not in excess of
$50,000,000 at any one time outstanding;

(i) any other investments, loans and advances in an aggregate amount
not to exceed the lesser of (x) $25,000,000 or (y) the difference between
(a) $50,000,000 less (b) the amount of outstanding investments permitted by
subsection (g) hereof."

Section 2. Conditions Precedent.

The effectiveness of this Amendment is subject to the satisfaction of all
of the following conditions precedent:

Section 2.2. The Company's new Domestic Subsidiary, Volclay International
Corporation, a Delaware corporation ("Volclay International") shall have
executed and delivered a Guaranty Assumption Agreement satisfactory to the
Banks.

Section 2.3. The Banks shall have received copies (executed or certified as
may be appropriate) of all legal documents or proceedings taken in connection
with the execution and delivery of this Amendment and the other instruments and
documents contemplated hereby and an opinion of counsel to the Company and
Volclay International, in a form satisfactory to the Banks.

Section 2.4. Each of the representations and warranties set forth in
Section 5 of the Credit Agreement shall be true and correct. The Company further
represents and warrants that the Guarantors listed on Exhibit A hereto
constitute all of the Company's Domestic Subsidiaries existing as of the date
hereof and that Amcol International Corp. has changed its name to Regeneration
Technologies, Inc.

Section 2.5. The Company shall be in full compliance with all of the terms
and conditions of the Credit Agreement and no Event of Default or Default shall
have occurred and be continuing thereunder or shall result after giving effect
to this Amendment.

Section 3. Miscellaneous.

Dated as of this 12th day of September, 1996.

AMCOL International Corporation
(formerly known as American Colloid
Company)

By: /s/ Paul G. Shelton
Its: Sr. Vice President

Accepted and agreed to as of the day and year last above written.

Harris Trust and Savings Bank,
individually and as Agent

By: /s/ Richard Bott
Its: Vice President

The First National Bank of Chicago
(as successor to NBD Bank)

By: /s/ Robert D. Curtis
Its: First Vice President

LaSalle National Bank

By: /s/ Douglas Lovette
Its: First Vice President

The Northern Trust Company

By: /s/ Daniel R. Hintzen
Its: Vice President

Exhibit A

Domestic Subsidiaries

Name Jurisdiction of Incorporation

Ameri-Co Carriers, Inc. Nebraska

Nationwide Freight Service, Inc. Nebraska

Chemdal Corporation Delaware

Superior Absorbents, Inc. Delaware

Montana Minerals Development Company Montana
Delaware
Chemdal International Corporation

Regeneration Technologies, Inc. (f.k.a. Amcol Delaware
International Corp.)

Colloid Environmental Technologies Company Delaware

American Colloid Company (f.k.a. AES Acquisition, Inc. Delaware
and American Colloid Mineral Company)

Nanocor, Inc. Delaware

Volclay International Corporation Delaware